BOARD OF DIRECTORS REGULAR MEETING AGENDA AUGUST 13, :00 PM

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_____________________________________________________________________________________

BOARD OF DIRECTORS REGULAR MEETING AGENDA

AUGUST 13, 2020 3:00 PM

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1. Pledge of Allegiance 2. Call to Order

3. Roll Call

4. General Public Comment

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Meeting comments made by Attendees joining the meeting by PC or other electronic device may be submitted by clicking "Raise Hand" in Attendees' meeting controls at the bottom of the Zoom screen. The Clerk will unmute Attendees' audio during public comments in the order requests were received. If you are joining by phone, please press *9 to join the cue for comments.

Written comments on agenda items may be emailed to board@svbgsa.org prior to the meeting and will be included in the public record. Please include the agenda number and topic in the subject line. Comments that are emailed during the meeting and prior to/during public comments on the item will be read into the record and must be limited to 300 words/2 minutes. The Chair may limit the public comment period depending on meeting time constraints.

5. Special Board Matters - None 6. Consent Items

All matters listed under the Consent Agenda may be enacted by one motion unless a member of the Board, audience, or staff requests discussion or a separate vote.

6.a Approve 07-09-20 Board meeting minutes Unofficial 07-09-20 Board Minutes.docx 6.b Approve June 2020 Financial Claims Report

Staff Report-June 2020 Financial Report.docx June 2020 Statement of Revenues and Expenses.pdf June 2020 Balance Sheet.pdf

June 2020 Payment and Disbursement Report.pdf 7. Scheduled Items

7.a Consider adopting RESOLUTION adopting the second amended Bylaws for the conduct of Board and Committee business.

7a. Approving 2nd amend By-Laws.pdf

7.b Approval of Amendment No. 4 to Errol L. Montgomery and Associates, Inc. Agreement for Professional Services to Provide Groundwater Sustainability Plan Planning and Preparation Services for 2020-2022 Aug 13 2020_Item7b_Staff_Report_Amendment 4_EL Montgomery & Associates (2).docx

Aug 13 2020_Item7b_Amendment4_EL Montgomery & Associates.pdf

Aug 13 2020_Item7.b_Resolution_Amendment 4_EL Montgomery & Associates.docx 7.c Presentation on the Interlake Tunnel Project by Monterey County Water Resources Agency

7.d Appointment of Members to the Integrated Sustainability Plan (ISP) Committee

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Aug 13_2020_Staff Report_Item_7.d_Integrated Sustainablity Plan_Committee_Appointments.docx Aug 13 2020_Item 7.d_ Amended committees reso final.docx

7.e Receive update from Sr. Advisor Gary Petersen on Seawater Intrusion Working Group and Well Moratorium Working Group

8. General Manager’s Report 9. Directors’ Reports

10. Future Agenda Items 10.a Future Agenda Items

Future_Board_Agenda_Items.docx 11. Closed Session

11.a Conference with legal counsel - existing litigation: Pursuant to Government Code Section 54956.9 (d )(1), the Board will meet in closed session to discuss existing litigation, City of Marina, et al. v. County of Monterey et al., Superior Court of Monterey County Case No. 19CV005720

12. Adjournment

Accommodation, Meeting Viewing, Agenda Posting

Disability-related modification or accommodation, including auxiliary aids or services, may be requested by any person with a disability who requires modification or accommodation in order to participate in the meeting. Requests should be referred to Ann Camel, Clerk of the Board at camela@svbgsa.org or 831-471-7519 as soon as possible, but by no later than 5 p.m. two business days prior to the meeting. Hearing impaired or TTY/TDD text telephone users may contact the Agency by dialing 711 for the California Relay Service (CRS) or by telephoning any other service providers’ CRS telephone number. VIEWING MEETINGS

The Board of Directors' teleconference meetings will be livestreamed and saved at https://www.facebook.com/SalinasValleyBasinGSA

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_____________________________________________________________________________________ BOARD OF DIRECTORS REGULAR MEETING

UNOFFICIAL MEETING MINUTES JULY 9, 2020

MOMENT OF SILENCE

The meeting opened at 3 p.m. with a moment of silence in memory of Director Joseph Gunter, Salinas Mayor, who died on June 29, 2020.

OATH OF OFFICE FOR NEWLY APPOINTED SVBGSA BOARD MEMBERS Agency Counsel Les Girard swore in the following appointees:

Agriculture, Forebay - Steve McIntyre, Primary, and Nick Huntington, Alternate Director

Agriculture, Pressure Area - John Bramers, Primary Director; Christopher Bunn, Alternate Director City of Salinas - Steve McShane

Environmental Interests - Janet Brennan, Primary Director, Robin Lee, Alternate

Other GSA Eligible Entities - Luis Alejo Primary Director, and John Baillie, Alternate Director 1. Call to Order

Chair Stefani called the meeting to order. 2. Roll Call

Present: Directors Adams, Adcock, Alejo, Bramers, Brennan, Chapin Hodges, Lipe, McIntyre, McShane, Pereira and Chair Stefani

3. Outgoing Board Members

Chair Stefani recognized outgoing Board Directors Secondo, Scuito, Borel, and LeBow. 4. Election of Officers

The Board voted unanimously to elect Tom Adcock as the Chairperson and Colby Pereira as the Vice Chair for 2020-21. AYES: Directors Adams, Adcock, Alejo, Bramers, Brennan, Chapin Hodges, Lipe, McIntyre, McShane, Pereira and Chair Stefani

Chair Adcock thanked Director Stefani for his service as Chair. 5. General Public Comment - None

6. Consent Items

The Board voted unanimously to adopt the Consent Agenda. AYES: Directors Adams, Alejo, Bramers, Brennan, Chapin Hodges, Lipe, McIntyre, McShane, Pereira, Stefani and Chair Adcock.

The Consent Resolution contained the following items: 6.a Approved the June 11, 2020 Board meeting minutes

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6.b Approved the May 2020 Financial Reports

6.c Approved 2020-21 SVBGSA Board regular meeting calendar

7. Scheduled Items

7.a Adopt RESOLUTION approving an amended Conflict of Interest Code for the Agency, to include the position of Senior Advisor but not the members of the Advisory, Subbasin Planning and Integrated Sustainability Plan Committees.

Les Girard outlined his report’s alternatives.

Director Lipe questioned whether requiring Committees to complete Form 700 conforms with the tenet of transparency. Donna Meyers stated that the Agency has set a very high bar in terms of transparency, but the recommendation also considers the prospect for discouraging highly qualified applicants.

Director Chapin Hodges supports the staff recommendation due to the advisory nature of the Committees.

Tom Virsik stated that prospective applicants who object to filing Form 700 may participate in the process as members of the public.

Norm Groot believes requesting the advisory committees to complete Form 700 may be viewed as an invasion of privacy and dissuade participation in an already highly transparent process.

The Board adopted RESOLUTION 2020-13 approving an amended Conflict of Interest Code for the Agency, to include the position of Senior Advisor but not the members of the Advisory, Subbasin Planning and Integrated Sustainability Plan Committees. AYES: Directors Adams, Alejo, Bramers, Brennan, Chapin Hodges, McIntyre, McShane, Pereira, Stefani and Chair Adcock. NOES: Director Lipe. ABSTAIN: None. ABSENT: None.

7.b Consider waiving requirement for Executive Committee review, and approving (1) one additional application for the Langley and Monterey Subbasin Committees; and consider new Board member appointments to Subbasin Committees

Brenda Granillo announced she would step down from the Langley and Monterey Subbasin Committees and expressed support for Elaheh Esfahanian’s appointment.

The Board unanimously voted to appoint Elaheh Esfahanian to the Langley and Monterey Subbasin Committees. AYES: Directors Adams, Alejo, Bramers, Brennan, Chapin Hodges, Lipe, McIntyre, McShane, Pereira, Stefani, and Chair Adcock. NOES: None. ABSTAIN: None. ABSENT: None.

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Mr. Petersen stated that the Pressure Subbasin Committee is a working committee and is not a Board appointed Committee.

Chair Adcock announced he would step down from the East Side Subbasin Committee to maintain the maximum number of Directors who may serve on the Committee now that Christopher Bunn has been appointed as Board Alternate Director.

Upon motion and second, the Board unanimously appointed Director Bramers to the Forebay Subbasin Committee. AYES: Directors Adams, Alejo, Bramers, Brennan, Chapin Hodges, Lipe, McIntyre, McShane, Pereira, Stefani and Chair Adcock. NOES: None. ABSTAIN: None ABSENT: None

7.c Memorandum of Understanding (MOU) between Arroyo Seco Groundwater Sustainability Agency (ASGSA) and the Salinas Valley Basin Groundwater Sustainability Agency (SVBGSA) to develop the Arroyo Seco Management Area within the Forebay Subbasin GSP Approval

Donna Meyers presented the report.

Curtis Weeks stated that the Arroyo Seco Advisory Committee approved the MOU yesterday, and the Board will consider the item the end of July.

Jerry Lohr stated that local constituents support these efforts.

Upon motion and second, the Board unanimously approved the MOU between the ASGSA and the SVBGSA to develop the Arroyo Seco Management Area within the Forebay Subbasin GSP Approval. AYES: Directors Adams, Alejo, Bramers, Brennan, Chapin Hodges, Lipe, McIntyre, McShane, Pereira, Stefani and Chair Adcock. NOES: None. ABSTAIN: None ABSENT: None

7.d Presentation on Groundwater Dependent Ecosystems and Interconnected Surface Waters, Board direction and possible referral of technical items to Advisory Committee

Derrik Williams, GSP project manager, shared a PowerPoint presentation.

Director Brennan stated that the GSA should investigate the statement that GDEs prior to 2015 were healthy.

Director Lipe stated there is no true natural flow. The October time period used by the Water Resources Agency should be used as the start of the water year.

Director Pereira would like a working example of how it works in other places. Mr. Virsik stated that it is important that the Board get a handle on reservoir releases.

Robin Lee stated that other subbasins are dependent on these stream releases and it should be looked at as a whole ecosystem.

Nancy Isakson stated workshops on this topic would be helpful. Reservoirs only capture excess

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flow, and there are water rights associated with natural flows.

Norm Groot stated more information is needed before the Advisory Committee’s consideration, including a definition for shallow sediments layers, how precipitation plays into this, and how the baseline will work.

Eric Tynan stated that the Dunes aquifer is too contaminated to be a primary aquifer.

Heather Lukacs supports partnering on this issue, and it would be wise to consider GDEs to comply with all environmental regulations.

Director Brennan would like an outline of issues to address. Director McIntyre would like a list of options to consider. Director Lipe suggested a joint workshop with the Advisory Committee. The Board unanimously voted to accept the General Manager’s recommendation to return to the Board with a proposed approach.

7.e Appointment/reappointment of Board of Directors' seats to Budget and Finance Committee and Executive Committee

Bill Lipe proposed reappointing incumbents of the seats who previously served on the Committees. Upon motion by Director Lipe and second by Director Pereira, the Board voted unanimously to appoint Directors Adams, Brennan, Bramers, Lipe, and McShane to the Budget and Finance Committee.

Director Pereira moved and Director McShane seconded appointing the incumbents of the seats who previously served to the Executive Committee.

Norm Groot suggested that the current Chair should serve on the Executive Committee.

Director Pereira amended the motion to appoint Directors Alejo, McIntyre, Pereira, Stefani and Chair Adcock to the Executive Committee. Director McShane seconded the amendment and the amended motion passed unanimously.

Adjournment in memory of Joe Gunter

Board members and Gary Petersen spoke of Director Gunter’s selfless service to the Salinas Valley and as Salinas Mayor, citing Director Gunter’s friendship, leadership, vision for the SVBGSA, and the void left by his death.

12. The Board recessed to Closed Session at 5:30 p.m.

Les Girard announced that he would not be participating in closed session due to a conflict of interest.

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Salinas Valley Basin

Groundwater SustainabilityAgency

BOARD OF DIRECTORS

STAFF REPORT

MEETING DATE: August 13, 2020

AGENDA ITEM: 6.b

SUBJECT: Receive June 2020 Financial Reports

RECOMMENDATION:

Staff recommends approval of the June 2020 financial reports.

BACKGROUND:

Section 10.2 of the Joint Exercise of Powers Agreement forming the Salinas Valley Basin Groundwater Sustainability Agency (“Agency”) states “The Agency shall maintain strict accountability of all funds and report all receipts and disbursements of the agency on no less than a quarterly basis.” Reports are being presented monthly.

DISCUSSION:

Attached are the following financial statements for the Agency through June 30, 2020. Keep in mind that the attached statements are not audited. There will likely be some year-end adjustments that will appear in the audited financial statements.

 Statement of Revenue & Expense - Budget vs. Actual – June YTD expenses were $1,739,284 with YTD Revenue of $1,865,597 creating a YTD surplus of

$126,313. During June, the Agency revenues of $1,213 consisted of interest income, creating an operating deficit of ($80,536) for the month.

 Balance Sheet – shows $1,023,262 in cash, with $75,451 in accounts payable. The Accounts Receivable of $144,366 includes $143,392 due from the DWR Prop 1 Grant. The Balance Sheet now also shows a prior year comparison.  Payment & Disbursement Report – shows the detail of deposits and

disbursements for the month of June with a net decrease in cash of ($26,273.08).

FISCAL IMPACT:

None.

ATTACHMENT(S):

Financial Statements as stated above

PREPARED BY:

Roberto Moreno, RGS Senior Advisor

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Salinas Valley Basin Groundwater Sustainability Agency Statement of Revenues & Expenses Budget vs. Actual July 2019 through June 2020

June '20 Jul '19 - June 20 Budget Budget$ Over % of Budget Revenue

440100 · GSA Fee 1,297,612 1,298,000 -388 100%

444000 · Interest Income 1,213 11,635 9,000 2,635 129%

451000 · Prop 1 DWR Grant 556,350 732,488 -176,138 76%

451200 · Prop 1 Round 2 Grant (Monterey Subbasin) 163,888 -163,888 0%

452100 · Prop 68, Round 3 Grant (2022 GSPs) 2,500,000 -2,500,000 0%

452200 · Prop 68 Round 3 Grant (ASGSA) 553,000 -553,000 0%

Total Revenue 1,213 1,865,597 5,256,376 -3,390,779 35% Expense 520000 · Administrative Services 9,840 533,840 624,000 -90,160 86% 530000 · 2020 GSP - Prop 1 549,907 814,644 -264,737 68% 530500 · Legal Services 2,924 37,139 60,000 -22,861 62% 531000 · 2022 GSPs

Total 531100 · 2022 GSPs (Grant Adm) 820 24,537 112,800 -88,263 22%

Total 531200 · 2022 GSPs (Stakeholder Engagmnt 30,788 84,605 859,320 -774,715 10%

Total 531300 · 2022 GSPs (GSP Development) 8,364 201,736 1,772,840 -1,571,104 11%

Total 531400 · 2022 GSPs (Monitoring/Assessmnt 440 82,715 129,200 -46,485 64%

Total 531000 · 2022 GSPs 40,412 393,951 2,874,160 -2,480,209 14%

Total 532100 · M'rey Subbasin (Grant Admin) 38 38 30,648 -30,610 0%

Total 532200 · M'rey Subbasin (Stkhldr Engmnt) 2,400 2,564 24,220 -21,656 11%

Total 532300 · Monterey Subbasin (GSP Devel) 4,185 51,944 282,260 -230,316 18%

Total 532000 · Monterey Subbasin 6,623 54,546 337,128 -282,582 16%

Total 533100 · Arroyo Seco GSA (Grant Admin) 18,000 -18,000 0%

Total 533300 · Arroyo Seco (GSP Devel) 535,000 -535,000 0%

Total 532000 · Monterey Subbasin 0 0 553,000 -553,000 0%

540000 · Grant Management Services (RGS) 963 22,666 35,000 -12,334 65%

540100 · GSA Fee Plan 1,083 14,152 25,000 -10,848 57%

540200 · Facilitation Services 3,300 15,000 -11,700 22%

540300 · Grant Writing / Lobbying 2,500 24,492 50,000 -25,508 49%

540400 · Outside Specialty Legal Svcs 9,112 34,875 100,000 -65,125 35%

540500 · Communications Consultant (RGS) 300 7,000 -6,700 4%

550100 · Collection Fee / Bad Debt 208 3,000 -2,792 7%

550200 · Conferences / Training 965 3,463 7,100 -3,637 49%

550300 · Dues and Subscriptions 225 1,229 3,000 -1,771 41%

550400 · External Audit 5,000 5,500 -500 91%

550510 · GSA Fee Appeal Refunds 8,726 10,000 -1,274 87%

550600 · Insurance Premium 206 2,392 3,000 -608 80%

550700 · Legal Notices & Ads 1,050 5,000 -3,950 21%

550800 · Office Supplies 701 4,500 -3,799 16%

550900 · Postage and Delivery 569 3,000 -2,431 19%

551000 · Printing and Reproduction 2,200 10,300 -8,100 21%

551100 · Office Rent 250 3,000 3,000 100%

551200 · Technology 5,746 22,396 37,000 -14,604 61%

551220 · Website Upgrade 4,591 5,000 -409 92%

551250 · Agenda Management Software 3,700 -3,700 0%

551300 · Travel Expense 2,291 20,000 -17,709 11%

551400 · Bank Service Charges 156 500 -344 31%

551500 · Recruitments 2,000 -2,000 0%

551800 · Meals and Meeting Expenses 417 2,500 -2,083 17%

551810 · Mileage Reimbursement 1,000 -1,000 0%

551900 · Board Stipends 900 11,727 26,400 -14,673 44%

Total Expense 81,749 1,739,284 5,650,432 -3,911,148 31%

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Salinas Valley Basin Groundwater Sustainability Agency

Balance Sheet

As of June 30, 2020 Jun 30, 20 Jun 30, 19 ASSETS Current Assets Checking/Savings 100100 · Rabobank Checking 3,087 100200 · Rabobank Money Market 94,800 100300 · CalTrust Medium Term Funds 917,825 608,572 100400 · Community Bank of the Bay Chkg 3,605

100500 · Community Bank of the Bay MMkt 101,832

Total Checking/Savings 1,023,262 706,459

Accounts Receivable

110000 · Accounts Receivable 144,366 330,661 Total Accounts Receivable 144,366 330,661

Other Current Assets

120005 · Prepaid Expense 899 1,101 Total Other Current Assets 899 1,101 Total Current Assets 1,168,527 1,038,221

TOTAL ASSETS 1,168,527 1,038,221

LIABILITIES & EQUITY Liabilities

Current Liabilities Accounts Payable

200000 · Accounts Payable 75,451 133,276 Total Accounts Payable 75,451 133,276

Other Current Liabilities

210000 · Deferred Revenue 392,478 330,661 Total Other Current Liabilities 392,478 330,661 Total Current Liabilities 467,929 463,937

Total Liabilities 467,929 463,937

Equity

320000 · Fund Balance 574,283 462,251

Net Income 126,314 112,031

Total Equity 700,597 574,282

TOTAL LIABILITIES & EQUITY 1,168,526 1,038,219

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Salinas Valley Basin Groundwater Sustainability Agency

Payment & Disbursement Report June 2020

Type Date Num Name Memo Amount

Deposit 06/01/2020 Prop 1 grant funds- Invoice #5 Deposit 149,383.49

Deposit 06/09/2020 GSA Fees Direct billing 3rd invoicing Deposit 11,259.32 Bill Pmt -Check 06/10/2020 12092 Adam Secondo Board Stipends- 5-14 BOD meeting -100.00 Bill Pmt -Check 06/10/2020 12093 Caroline Dawn Hodges Board Stipends- 5-14 BOD meeting -100.00 Bill Pmt -Check 06/10/2020 12094 County of Monterey SVBGSA Rent- 1441 Schilling Place -250.00 Bill Pmt -Check 06/10/2020 12095 Janet Brennan Board Stipends- 5-14 BOD meeting -100.00 Bill Pmt -Check 06/10/2020 12096 Jeff Lindenthal May Communications Services -300.00 Bill Pmt -Check 06/10/2020 12097 Joe Gunter Board Stipends- 5-14 BOD meeting -100.00 Bill Pmt -Check 06/10/2020 12098 Luis A. Alejo Board Stipends- 5-14 BOD meeting & 5-28 Executive Committee Meeting -200.00 Bill Pmt -Check 06/10/2020 12099 Pacific Policy Group Consulting Services: May 2020 -2,500.00 Bill Pmt -Check 06/10/2020 12100 Ronald J. Stefani Board Stipends- 5-14 BOD meeting & 5-28 Executive Committee Meeting -200.00

Deposit 06/19/2020 GSA Fees Direct billing 3rd invoicing Deposit 2.26

Deposit 06/22/2020 GSA Fees Direct billing 3rd invoicing Deposit 196.80 Bill Pmt -Check 06/25/2020 12101 Minasian,Meith,Soares,Sexton,Cooper, LLP Legal Services rendered in May 2020 -1,814.00 Bill Pmt -Check 06/25/2020 12102 Montgomery & Associates Inc. 4 invoices; Prop1, Prob 68, DMS hosting, Monterey Subbasin. -96,072.50 Bill Pmt -Check 06/25/2020 12103 Office of the County Counsel of Monterey Legal Services rendered in June 2020, office rent -3,655.50 Bill Pmt -Check 06/25/2020 12104 Regional Government Servies 5 invoices; general admin, Prop1, Prob 68, Monterey Sub, exp -75,569.55 Bill Pmt -Check 06/25/2020 12105 U.S. Bank - CalCard

Zoom, pooling software, GRAC membership,Freelancer data tool, Google

G -6,305.69

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AGENCY MEETING DATE: August 13, 2019

AGENDA ITEM: 7.a

SUBJECT: Approval of Second Amended Agency Bylaws

RECOMMENDATION:

It is recommended that the Board of Directors consider and adopt the second amended Bylaws for the conduct of Board and Committee business.

BACKGROUND

Section 6.8 of the Joint Exercise of Powers Agreement forming the Salinas Valley Basin Groundwater Sustainability Agency (“Agency”) states “The Board shall adopt Bylaws governing the conduct of meetings and the day-to-day operations of the Agency on or before the first anniversary of the Effective Date.”

The Board originally adopted Bylaws on December 14, 2017, which were amended on July 11, 2019. The Board has approved the creation of Subbasin Planning Committees as standing committees of the Board, and such committees currently have no provision for their procedures and conduct of business in the existing Bylaws. It is therefore necessary and appropriate to amend the Bylaws to provide for those Committees.

DISCUSSION

The second amended Bylaws, a copy of which is attached hereto in both clean and underline/strikeout, provide for the existence of the Subbasin Planning Committees and the conduct of their meetings, which is generally in conformance with the conduct of Board meetings. Other amendments allow for the Committee membership to include stakeholders and members of the public, not just Directors, and provide that staff will take minutes of committees, rather than a member of the committee.

FISCAL IMPACT

None with the adoption of the amended Bylaws.

ATTACHMENT(S)

A – Draft amended Bylaws (clean)

B – Draft amended Bylaws (underline/strikeout) C – Resolution

PREPARED BY: APPROVED BY:

Leslie J. Girard Donna Meyers

Agency Counsel General Manager

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BYLAWS

SALINAS VALLEY BASIN GROUNDWATER SUSTAINABILITY AGENCY

BOARD OF DIRECTORS

I. PURPOSE AND AUTHORITY.

1.1. Authority. These bylaws are adopted pursuant to the Joint Exercise of Powers Agreement forming the Salinas Valley Basin Groundwater Sustainability Agency (“Agency”), dated December 22, 2016 (“Agreement”).

1.2. Purpose. The purpose of these bylaws is to establish procedures for the conduct of meetings of the Agency Board of Directors (“Board”), provide for the formation and function of committees, and to provide guidelines for the other activities of the Board.

1.3. Relations between Board and Regional Government Services. The purpose of the Board is to set policy for implementation by Regional Government Services, an independent contractor who is providing certain administrative services to the Agency pursuant to a contract dated August 10, 2017. Such services include the provision of a General Manager, who will function as the Agency’s Executive Director as described in the Agreement but not be an employee of the Agency.

1.4. Incorporation of Provisions of the Agreement. Various provisions of the Agreement set forth the powers, duties and procedures of the Board. Those provisions are attached hereto and incorporated herein as Exhibit A for ease of reference. If any inconsistency exists between the provisions of the Agreement and these bylaws, the provisions of the

Agreement shall control.

II. DIRECTORS.

2.1. General. The number, manner of appointment, removal, filling of vacancies, and duties of Primary and Alternate Directors are set forth in Article VI of the Agreement. Primary and Alternate Directors are expected to communicate with each other from time-to-time so that the Alternates may participate in Board meetings in an informed manner when called upon to do so. When a Primary Director is present, an Alternate may attend a Board meeting as a member of the public, but may not participate in any Board discussion or vote on a matter.

2.2. Compensation.

(a) Each Director, whether Primary or Alternate, shall receive a stipend for his or her services in the sum of $100 for each meeting attended by such Director in an official capacity. A meeting for which a stipend will be given may be a regular or special meeting of the Board at which a Director is sitting as a participating member of the Board, a meeting of any committees established by the Board to which a Director is appointed and is attending in a participating capacity, or any meeting at which a Director’s presence is authorized by the Board.

(b) In addition, Directors, whether Primary or Alternate, shall be reimbursed for actual and necessary expenses incurred in the performance of official Agency business when so

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policy adopted by the Board.

2.3. Notice to Directors. Whenever written notice is required by law or these bylaws to be given or delivered to Directors, such notice will be considered effective when the notice is left at the Directors' residence or usual place of business by personal messenger, when the notice is sent to the Director via fax transmittal to the fax number given to the Agency by the Director, when the notice is sent to the Director via electronic mail transmittal to an electronic mail address given to the Agency by the Director, or five days after the notice is deposited in the U.S. mail, first class postage prepaid, properly addressed to the Director.

III. OFFICERS.

3.1. Officers. The officers of the Board shall be the Chairperson and Vice-Chairperson. 3.2. Qualification, Selection, and Term. The Chairperson and Vice-Chairperson shall be Primary Directors and elected by the Board at the Board's first meeting in July of each year, and shall serve until June 30 of the succeeding calendar year, or until a successor has been duly elected. Beginning in Fiscal Year 2017-2018 the role of Chairperson and Vice-Chairperson shall rotate amongst the classes of Directors on an annual basis in the order reflected in Exhibit B to the Agreement. Directors may decline to serve as Chairperson or Vice-Chairperson, in which case the selection shall be made from the next class of Directors except for the class of Agricultural Directors, in which case the selection shall pass to the next eligible Primary Agricultural Director. If all Primary Agricultural Directors decline to serve, the selection shall pass to the next class of Directors.

3.3. Duties of Chairperson. The Chairperson shall preside at all meetings of the Board. The Chairperson shall execute contracts, correspondence, conveyances, and other written

instruments as authorized by the Board, and exercise and perform such other powers and duties as may be assigned by the Board. In the absence of both the Chairperson and Vice-Chairperson, the Board shall elect a Chairperson Pro-Tem from the Directors present to preside at a meeting.

3.4. Duties of Vice-Chairperson. Notwithstanding the appointment of an Alternate Director for the Chairperson, the Vice-Chairperson shall perform the duties of the Chairperson in the absence or disability of the Chairperson; however, the Alternate Director for the Chairperson may otherwise attend and participate in the meeting as a substitute for the absent Primary

Director. The Vice-Chairperson shall exercise and perform such other powers and duties as may be assigned by the Board. In the absence of both the Chairperson and Vice-Chairperson, and notwithstanding the appointment of an Alternate Director for the Director Position serving as Vice-Chairperson, the Board shall elect a Chairperson Pro-Tem from the Primary Directors to preside at a meeting; however, the Alternate Director for the Vice-Chairperson may otherwise attend and participate in the meeting as a substitute for the absent Primary Director.

3.5. Vacancies and Removal of Officers. Officers of the Board may be removed and replaced at any time, with or without cause, by a Majority Vote. A vacancy in any office shall be filled by nomination and election by the Board from the Primary Directors as soon as it is

reasonably possible to fill the remaining term. In the event that an officer loses their position as a Primary Director, that officer position shall become vacant.

IV. MEETINGS.

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of the Ralph M. Brown Act (Government Code section 54950 et seq.) (“Brown Act”), the Agreement, and these bylaws. If any inconsistency exists between the provisions of the Brown Act and the Agreement or these bylaws, the provisions of the Brown Act shall control.

4.2 Regular Meetings Time and Place. Regular meetings of the Board shall occur monthly; however, regular meetings may be cancelled by the Chairperson due to the anticipated lack of a quorum or lack of business to be addressed. At its regular meeting in June of each year, the Board shall establish a regular meeting schedule for the following fiscal year. The Board shall meet regularly in the Salinas City Council Chambers (“Rotunda”) located at 200 Lincoln Avenue, Salinas, CA, 93901; however, should that location be unavailable the Board shall meet in the Monterey County Board of Supervisors Chambers located at 168 W. Alisal Street, Salinas, CA, 93901. Regular meetings shall occur on the second Thursday of each month at 3 p.m. Due to the geographic expanse of the Agency’s jurisdiction, and in order to provide convenient access to regular Board meetings for constituents of the Agency in remote locations, the Board shall designate alternate locations for not more than five (5) regular Board meetings each year at other venues within the boundaries of the Salinas Valley Groundwater Basin. Notice and posting of agendas for regular meetings shall be pursuant to the provisions of the Brown Act.

4.3 Special Meetings. Special meetings may be called by the Chairperson at any time for a specific, announced purpose. At the request of any five (5) Primary Directors, the

Chairperson shall call such a special meeting. Written notice of a special meeting shall be

delivered to all Directors at least 48 hours in advance of any such meeting. Attendance at a special meeting by any Director amounts to a waiver of any defect in the giving of notice to such

Director, unless at the meeting the Director specifically objects to the holding of the meeting on the grounds of such defect. Notice and posting of agendas for special meetings shall be pursuant to the provisions of the Brown Act.

4.4 Emergency Meetings. Emergency meetings may be called by the Chairperson under the circumstances and conditions set forth in the Brown Act.

4.5 Quorum. A quorum of the Board shall consist of six (6) Directors. No action shall be taken by the Board unless a quorum is present at the meeting, except as otherwise provided herein or in the Brown Act.

4.6 Voting. Actions of the Board shall be by majority vote, super majority vote, or super majority plus vote, as set forth in the Agreement. If a Director is recused or prohibited from voting due to an actual or perceived conflict of interest under the California Political Reform Act (Government Code section 8700 et seq.) or Government Code section 1090 et seq., the Director shall leave the dais and the Board chambers, and his or her presence shall not be counted towards a quorum. The presence of any Director who otherwise abstains from voting shall be counted for purposes of determining a quorum, and shall be considered to vote in favor of the majority or, if a tie vote results not considering the abstaining Director’s vote, in favor of the motion voted upon.

Voting on all motions and resolutions of the Board shall be by voice vote, calling for ayes and noes, except that if any Director requests a roll call vote, either before or after the voice vote is taken, then the vote shall be by roll call.

4.7 Minutes. The Board shall designate a Clerk of the Board of Directors who shall keep a record of proceedings of all minutes of the Board.

4.8 Preparation of the Agenda. The agenda for each meeting of the Board shall be

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prepared in the first instance by the Executive Director/General Manager in consultation with the Chairperson and Agency Counsel. Any item voted affirmatively out of the Executive Committee shall be placed on a Board agenda as directed by the committee if Board action is required. A memorandum signed by not more than five (5) Directors may cause an item to be placed on a Board agenda as requested in the memorandum. An individual Director may make a request that a matter be addressed by staff and reported on to the Board by making a referral to the Executive Director/General Manager. The referral shall be made on a form prescribed by the Executive Director/General Manager, and shall describe the matter on which a report is requested and the time within which the report should be made. The Executive Director/General Manager shall provide for the response to the Board on the referral.

The Board may not take action on or discuss items not listed on the agenda except as otherwise allowed by the Brown Act.

4.9 Time for Public Comment.

(a) Each agenda of the Board shall provide an opportunity for members of the public to address the Directors on any agenda item of interest to the public, before or during the Directors’ consideration of the item. The Chair may limit the time allowed for each person to speak.

(b) Each agenda for regular meetings will include a regular time near the beginning of the agenda to receive public comment on items that are within the jurisdiction of the Agency but that are not on the agenda. Directors are not required to respond to any issues raised during the public comment period, and may not take any action on such issues other than to refer the item to Staff or schedule action for a future agenda.

4.10 Order of Agenda. The general order of each agenda for a regular meeting shall be as set forth in Exhibit B, attached hereto and incorporated herein. Special Board Matters are unique matters that may be of special interest to the Board or otherwise require special attention. Consent Items are those items that are not controversial and that can be taken together with a single vote. Directors or members of the public may ask that a consent item be removed from consent and discussed.

4.11 Procedure for Discussion Items. All items for discussion and decision by the Board shall be heard with the following procedure:

4.11.1 Introduction by the Chairperson.

4.11.2 The General Manager or designee presents the Staff report to the Directors. 4.11.3 The Chair inquires if Directors have any questions of Staff.

4.11.4 The Chair opens the item for public comment; public speakers are requested to identify themselves.

4.11.5 Public testimony is closed and the item returned to the Board for further questions and discussion.

4.11.6 The Chairperson entertains any motion on the item. 4.11.7 Board votes.

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The Chair may alter the order specified above, if the Chair believes such change in the order would facilitate the hearing process. Should the Board be required to undertake a noticed public hearing on an application for a permit or other entitlement, the Chairperson may modify the above described procedure to allow time for proponents and opponents of the matter to address the Board outside of general public comment, including appropriate time for rebuttal.

4.12 Reconsideration. The Board may reconsider any item upon which a final vote has been taken at the same meeting upon motion by a Director who voted in the majority on the item. If a motion for reconsideration is made and passes, the item will be reconsidered at the same meeting, or may be continued to a future meeting for reconsideration. A motion for

reconsideration shall have precedence over every other motion except a motion to adjourn. 4.13 Continuance and Adjournment. The Directors may continue any item to another meeting specified in the order of continuance, may adjourn any meeting without specifying a new meeting date, and may adjourn any meeting to a time and place specified in the order of

adjournment. Less than a quorum may so continue an item or adjourn a meeting. If all members are absent from any meeting, the Secretary may so adjourn the meeting, and shall provide notice of any new meeting date and time as required by law.

V. BOARD ACTIONS.

5.1 The Board may take action in one of three (3) ways:

(a) By Ordinance for matters that are regulatory in nature, as determined by Agency Counsel, for example the adoption of rules and regulations regarding the

operation or placement of wells, the imposition of a permit requirement, or as otherwise may be required by law. Ordinances may be passed and adopted on the same day but shall not take effect until 30 days after adoption unless by a unanimous vote of the Board the Ordinance is to take effect immediately. Ordinances shall require a noticed public hearing pursuant to Government Code section 6061 at least ten (10) days prior to the hearing, and may be codified upon order of the Board;

(b) By Resolution for matters not requiring an Ordinance but otherwise requiring special Board attention or the creation of an appropriate record, as determined by Agency Counsel, for example the setting of a fee schedule; and

(c) By Board Order for routine and non-controversial matters, as determined by Agency Counsel, for example Consent Items.

5.2 Notwithstanding the foregoing, all matters requiring a Super Majority Vote as set forth in the Agreement shall be adopted by Resolution, and all matter requiring a Super Majority Plus Vote shall be adopted by Ordinance and the vote thereon shall be by roll call.

5.3 The introductory of clause of Ordinances shall be “Be it ordained by the Board of Directors of the Salinas Valley Basin Groundwater Sustainability Agency . . . . .” The introductory clause of resolutions shall be: “Be it resolved by the Board of Directors of the Salinas Valley Basin Groundwater Sustainability Agency . . . . .”

5.4 The general format of ordinances and resolutions shall be as set forth in Exhibit C, attached hereto.

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VI. COMMITTEES.

6.1 Standing Committees. The Board shall maintain the following standing

committees: Executive Committee, Budget and Finance Committee, and a Planning Committee. Meetings of the standing committees shall be subject to the provisions of the Ralph M. Brown Act (Government Code section 54950 et seq.). Standing committees shall meet as frequently as is necessary to fulfill the committee’s duties, but in any event, not less than quarterly. Except as may be specifically ordered by the Board, standing committees shall consist of not more than five (5) Directors. Each standing committee shall elect a Chairperson and Vice Chairperson.

6.2 Appointment and Terms of Committees. The Board shall appoint members of standing committees at its regular meeting in July of each year, and terms of committee members shall last until June 30 of the succeeding calendar year or until a successor is appointed. Members of committees may be re-appointed for succeeding terms, without limitation; however, in order to provide continuity for each standing committee, the Chair of each standing committee shall continue to serve as a member of that committee, whether as Chair or as a regular member, in the fiscal year following service as Chair.

6.3 Executive Committee. The Executive Committee shall consist of the Chairperson and Vice-Chairperson, and three (3) other Directors as appointed by the Board. The Executive Committee shall receive direction from and report directly to the Board of Directors on all matters considered. The Executive Committee shall consider and make recommendations to the full Board on all matters requiring a Super Majority or Super Majority Plus vote. The Executive Committee shall also consider and make recommendations on items referred by the other standing committees, the performance of the Executive Director/General Manager and Agency Counsel, and changes in By-Laws.

6.4 Budget and Finance Committee. The Finance Committee assists in establishing and enhancing valid business and financial management systems, and makes appropriate

recommendations to the Board. It annually reviews and recommends the budget, and quarterly it reviews the Agency’s financial performance under the adopted budget. The committee acts as the audit committee for the Board of Directors and makes recommendations on capital expenditures. The committee reviews the financial aspects of projects proposed to be implemented by the Agency, and reviews charges proposed to be levied by the Agency.

6.5 Planning Committee. The Planning Committee shall assist the Executive

Director/General Manager develop short- and long-range plans for the Agency with respect to all activities in which the Agency is involved or might become involved, and make appropriate recommendations to the Board. The Planning Committee will screen, evaluate, and prioritize projects and programs considered for implementation by the Agency, and review the Agency’s ongoing projects and programs.

6.6 Advisory Committee. The Board shall establish an Advisory Committee as provided in the Agreement. Director membership on the Advisory Committee shall be structured such that there shall not be more than a quorum of Directors, whether Primary or Alternate, participating in Advisory Committee meetings in an official capacity at any one time.

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6.7 Additional Committees. The Board may by majority vote establish additional committees from time to time, including standing committees and ad hoc committees. Ad hoc committees may not consist of more than five (5) Directors, shall be advisory only, and shall have limited subject matter jurisdiction. Ad hoc committees are not subject to the provisions of the Brown Act.

6.8 Staff Assistance to Committees. Agency Staff shall provide assistance to all committees of the Directors, at the request of the committee or the Board. The Clerk of the Board shall take minutes of Executive Committee meetings, and staff shall provide for the taking of minutes for other standing committees.

6.9 Role of Committees. The role of each committee is limited to the matters expressly assigned to the committee by these bylaws or by order of the Board, together with all matters necessarily incidental thereto. Except as otherwise expressly provided in these bylaws or by resolution of the Board, the committee does not make binding decisions on those matters; rather, the committee makes recommendations on those matters that are to be considered by the Board. Except as may be specifically directed by the Board, recommendations of the Budget and Finance Committee, Planning Committee, and any other standing committee established by the Board shall be forwarded to the Executive Committee. The Executive Committee shall consider such recommendations and, by vote on each item, determine whether to forward such

recommendation to the Board.

6.10 Committee Procedures. Committees shall establish a day and time for regular meetings, and shall conduct their business in compliance with the Brown Act. Annually, Committees shall elect a Chairperson and Vice-Chairperson. The Advisory Committee shall be guided by its Charter as referenced in Section 6.6, above. In all other respects, Committees shall conduct their business generally in conformance with the procedures set forth for the Board of Directors in section 4.9 – 4.13, above. The General Manager/Executive Director or the Deputy General Manager/Executive Director shall prepare the agendas for Committee meetings.

Committees may act only when a quorum is present, and by a “Committee Order” only; Committees may not adopt resolutions or ordinances. All actions shall be taken by majority vote, which means a majority of the membership of the committee not just a majority of those present and voting.

VII. MISCELLANEOUS.

7.1 The logo of the Agency shall be as set forth in Exhibit E. 7.2 The letterhead for the Agency shall be as set forth in Exhibit F.

7.3 The format for Staff reports to the Board or its committees shall be as set forth in Exhibit G.

7.4 The seal of the Agency shall be as set forth in Exhibit H.

VIII. ADOPTION AND AMENDMENT OF BYLAWS.

8.1 These bylaws shall be adopted by resolution, approved by a majority of the Directors. The bylaws may be amended at any properly noticed meeting, by resolution approved by a majority of the Directors.

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BYLAWS

SALINAS VALLEY BASIN GROUNDWATER SUSTAINABILITY AGENCY

BOARD OF DIRECTORS

I. PURPOSE AND AUTHORITY.

1.1. Authority. These bylaws are adopted pursuant to the Joint Exercise of Powers Agreement forming the Salinas Valley Basin Groundwater Sustainability Agency (“Agency”), dated December 22, 2016 (“Agreement”).

1.2. Purpose. The purpose of these bylaws is to establish procedures for the conduct of meetings of the Agency Board of Directors (“Board”), provide for the formation and function of committees, and to provide guidelines for the other activities of the Board.

1.3. Relations between Board and Regional Government Services. The purpose of the Board is to set policy for implementation by Regional Government Services, an independent contractor who is providing certain administrative services to the Agency pursuant to a contract dated August 10, 2017. Such services include the provision of a General Manager, who will function as the Agency’s Executive Director as described in the Agreement but not be an employee of the Agency.

1.4. Incorporation of Provisions of the Agreement. Various provisions of the Agreement set forth the powers, duties and procedures of the Board. Those provisions are attached hereto and incorporated herein as Exhibit A for ease of reference. If any inconsistency exists between the provisions of the Agreement and these bylaws, the provisions of the

Agreement shall control.

II. DIRECTORS.

2.1. General. The number, manner of appointment, removal, filling of vacancies, and duties of Primary and Alternate Directors are set forth in Article VI of the Agreement. Primary and Alternate Directors are expected to communicate with each other from time-to-time so that the Alternates may participate in Board meetings in an informed manner when called upon to do so. When a Primary Director is present, an Alternate may attend a Board meeting as a member of the public, but may not participate in any Board discussion or vote on a matter.

2.2. Compensation.

(a) Each Director, whether Primary or Alternate, shall receive a stipend for his or her services in the sum of $100 for each meeting attended by such Director in an official capacity. A meeting for which a stipend will be given may be a regular or special meeting of the Board at which a Director is sitting as a participating member of the Board, a meeting of any committees established by the Board to which a Director is appointed and is attending in a participating capacity, or any meeting at which a Director’s presence is authorized by the Board.

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policy adopted by the Board.

2.3. Notice to Directors. Whenever written notice is required by law or these bylaws to be given or delivered to Directors, such notice will be considered effective when the notice is left at the Directors' residence or usual place of business by personal messenger, when the notice is sent to the Director via fax transmittal to the fax number given to the Agency by the Director, when the notice is sent to the Director via electronic mail transmittal to an electronic mail address given to the Agency by the Director, or five days after the notice is deposited in the U.S. mail, first class postage prepaid, properly addressed to the Director.

III. OFFICERS.

3.1. Officers. The officers of the Board shall be the Chairperson and Vice-Chairperson. 3.2. Qualification, Selection, and Term. The Chairperson and Vice-Chairperson shall be Primary Directors and elected by the Board at the Board's first meeting in July of each year, and shall serve until June 30 of the succeeding calendar year, or until a successor has been duly elected. Beginning in Fiscal Year 2017-2018 the role of Chairperson and Vice-Chairperson shall rotate amongst the classes of Directors on an annual basis in the order reflected in Exhibit B to the Agreement. Directors may decline to serve as Chairperson or Vice-Chairperson, in which case the selection shall be made from the next class of Directors except for the class of Agricultural Directors, in which case the selection shall pass to the next eligible Primary Agricultural Director. If all Primary Agricultural Directors decline to serve, the selection shall pass to the next class of Directors.

3.3. Duties of Chairperson. The Chairperson shall preside at all meetings of the Board. The Chairperson shall execute contracts, correspondence, conveyances, and other written

instruments as authorized by the Board, and exercise and perform such other powers and duties as may be assigned by the Board. In the absence of both the Chairperson and Vice-Chairperson, the Board shall elect a Chairperson Pro-Tem from the Directors present to preside at a meeting.

3.4. Duties of Vice-Chairperson. Notwithstanding the appointment of an Alternate Director for the Chairperson, the Vice-Chairperson shall perform the duties of the Chairperson in the absence or disability of the Chairperson; however, the Alternate Director for the Chairperson may otherwise attend and participate in the meeting as a substitute for the absent Primary

Director. The Vice-Chairperson shall exercise and perform such other powers and duties as may be assigned by the Board. In the absence of both the Chairperson and Vice-Chairperson, and notwithstanding the appointment of an Alternate Director for the Director Position serving as Vice-Chairperson, the Board shall elect a Chairperson Pro-Tem from the Primary Directors to preside at a meeting; however, the Alternate Director for the Vice-Chairperson may otherwise attend and participate in the meeting as a substitute for the absent Primary Director.

3.5. Vacancies and Removal of Officers. Officers of the Board may be removed and replaced at any time, with or without cause, by a Majority Vote. A vacancy in any office shall be filled by nomination and election by the Board from the Primary Directors as soon as it is

reasonably possible to fill the remaining term. In the event that an officer loses their position as a Primary Director, that officer position shall become vacant.

IV. MEETINGS.

4.1 Conduct of Meetings. All meetings of the Board shall be subject to the provisions

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